Jack's declaration is by definition derivative, and so not quite independent. Telling his own story as he tells Willie's, Jack reveals his own culpability, even his emulation of his employer. But this frame is a problem for Steve Zaillian's long-delayed movie adaptation of Robert Penn Warren's famous novel, in that Jack's protestations of integrity are unconvincing, and worse, banal.

ALL FALL DOWN: Sean Penn goes to work on All the King's Men's scenery.

In part, Jack's burden is temporal, which is to say, cultural and political. The 1946 novel (as well as Robert Rossen's first movie adaptation, released in 1949) emerged at a moment when personal and public corruption still seemed horrible, an indication of moral and emotional weaknesses. Today, cynicism and dishonesty are built into systems of governance and campaigning. As a result, Jack's upset at discovering Willie's various depravities looks more naive than honorable. As the designated observer of his friend's decline, not to mention a reporter by vocation, Jack's lack of insight or anticipation also looks a bit silly. His listeners, even those who don't know the story, see the end long before he does.

From the start, Jack takes a complicated sort of high road: The camera looks down on him as he lies in his bed, describing the pursuit of "truth" in terms both ethical and professional. He pronounces that such pursuit must be premised on a belief in its potential benefit, alluding already to the great harm that befalls most everyone in the film who uncovers secrets. What he leaves out is the film's more compelling lesson — that this so-called truth is a fiction.

That Jack appears to miss this point makes his personal story feel protracted, an effect exacerbated by Penn's remarkable performance as Willie. First appearing as a shy, well-intentioned fellow who drinks pop according to local Louisiana custom, Willie is possessed of a seeming natural gift for rousing audiences. Encouraged to run a campaign for governor by the upstate machine wrangler Tiny Duffy (James Gandolfini), Willie no sooner learns that he's being manipulated to generate a win for a profoundly better-funded opponent than he discovers his brilliant oratorical voice. He throws out his prepared speech, points out Tiny as the villain, and, as James Horner's score builds to predictable uplift, Willie pronounces to his audience of country-fair hicks that he means to campaign on his own terms, to build roads, schools and bridges, and generally look after the poor folks as no other politician has done.

As your stand-in, Jack watches this speech, which soon becomes a montage of the most pedestrian sort, wherein integrated crowds grow in size, raising their fists, and Willie repeatedly waves his arms in an awkward display of passion. All the King's Men uses such shorthand to suggest Willie's success as a man of the people, and then, as soon as he's installed as governor, accusations abound as to his corruption. In order to fight back, it appears, Willie adopts blackmail as a tactic, and his workers go along, including his lover Sadie (Patricia Clarkson), Tiny (brought back into the fold because of his questionable skills as a planner and bully) and a loyal, scary-faced gunsel named Sugar Boy (Jackie Earle Haley).

Though the film doesn't delve into whether Willie is involved in graft to the degree his detractors claim, it makes abundantly clear that he lapses into personal corruption by way of a prodigious sexual appetite. Jack watches him audition girls with athletic abilities (ice skaters, dancers), then trundle off to have what might be grand or terrifically dull sex (Jack doesn't see this part). For Jack, the promiscuity is damning in itself, as he remains loyal to the idea of his one true love, the lovely and ethereal Anne Stanton (Kate Winslet).

Even when he's drinking or delirious, Willie is more appealing than Jack, whose detours into his own gothic background take the movie off the rails. When he starts remembering his childhood (learning to shoot with the help of godfather Anthony Hopkins) and adolescence (involving predictable rage at his alcoholic, four-times-married mother, played by Kathy Baker), the film turns almost unbearably trite.

The major trauma for Jack has to do with his infatuation with Anne and friendship with her painfully idealistic brother Adam (Mark Ruffalo), rendered in conventionally hazy flashbacks. In an egregiously "poignant" memory, the boys look on while Anne walks naked into a lake, the moonlight shimmering on the water, silhouetting her perfect form. As much as this image haunts Jack, it pummels you. Distrusting its audience with details like the pop and the lake, hammering home meanings with repetition, All the King's Men finally feels more like a burden than revelation.

(c_fuchs@citypaper.net)